This issue associated with partnership law, covered by the Partnership Act 1985 (WA), which applies in particular to internal liabilities and also to the termination of the partnership. Although a wide variety of characters of liabilities possessed by partners, those specific characters related to the case. In the PA s7 term we read "The partnership is the relationship that exists between people who carry on a joint venture with a view to profit". The most important feature of the company is not being recognized as a separate legal entity. Furthermore, the partnership should be treated as a whole, i.e. none of the partners should be separated from the set of entities (Maltas, 2011). The case of Cov v Hickman (1869) 8 HLER 431 shows that each partner is entitled to be paid and is sufficiently jointly and severally liable for debts. Furthermore, PA s34(5) states that all partners have the legal rights to an active role in the control and management of a partnership. According to Maltas, “this right takes due account of the aspect of unlimited liability of the partners towards the debts of their partnership” (2011). A partner, acting within his partnership as a partner, must follow a wide range of contractual responsibilities under the Partnership Act.PA s26 states that partners are agents who act in the best interests of other partners in the firm, which it is demonstrated by Baird's Case-partner is equal to the "buffer" or lies between the other partners and the third party. Accordingly, the partnership is also a fiduciary relationship and each partner must act honestly with good faith and pursue the best interest of the entire company. The second part of the partnership's liabilities is emphasized in the internal liabilities under the Pa.... .. middle of paper ......int and also jointly liable for the payment of the debt. According to PA s37, this partnership could be dissolved if Rolly notified Alan of his intention. Therefore, if we apply PA s50, s57 and the case of Kelly v Tucker (1907) CLR 1 and Cf Kilpatrick v McKay (1878) 4 VLR 28, the property of this partnership would be distributed to pay the debt of the Fields Company first and then the capital contributed by Alan. Finally, the remainder would be distributed based on the proportion in which the profits would be paid to Rolly and Alan by the partnership. Rolly could therefore be entitled to the share of the profit even if the contribution to the capital would have been unequal in the absence of a specific rule in the agreement. Ultimately, the company would go out of business. Alan is jointly and severally liable to pay damages to the marketing company and Rolly may be entitled to half of the profits.